Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Covetrus, Inc. (the "Company") held a special meeting of shareholders on
Tuesday, November 17, 2020 in a virtual only format (the "Special Meeting"). Set
forth below are the final voting results on each matter submitted to a vote of
shareholders at the Special Meeting. Each proposal is described in more detail
in the Company's proxy statement for the 2020 Special Meeting (the "2020 Special
Meeting Proxy Statement"), dated October 26, 2020.
(b) The final voting results of the Special Meeting were as follows:
Proposal 1: Approval of the Conversion of the Series A Convertible Preferred
Stock into Shares of Common Stock Pursuant to NASDAQ Listing Rule 5635(b) to
Provide for the Elimination of the Preferred Dividends
The shareholders approved the conversion of the Series A Convertible Preferred
Stock into shares of Common Stock by a vote of 86,073,610 shares for and 77,510
shares against, with 23,840 shares abstaining.
Proposal 2: Approval of Any Adjournment of the Special Meeting, if Necessary or
Appropriate, to Permit Solicitation of Additional Proxies in Favor of Proposal 1
The shareholders approved an adjournment of the Special Meeting by a vote of
79,760,608 shares for and 6,385,900 shares against, with 28,452 shares
Item 7.01 Regulation FD Disclosure.
On November 18, 2020, the Company converted the remaining shares of 7.50% Series
A Convertible Preferred stock, par value $0.01 per share (the "Preferred
Stock"), issued to CD&R VFC Holdings, L.P. (the "Investor"), an affiliate of
Clayton, Dubilier & Rice, LLC, on May 19, 2020. In connection with such
conversion, the Company issued approximately 8.2 million shares of its common
stock, par value $0.01 per share (the "Common Stock"), to the Investor.
The conversion of such shares of Preferred Stock will result in a reduction to
the Company's dividend payments on the Preferred Stock by approximately $6.8
million on an annualized basis, which, when combined with the conversion of the
shares of Preferred Stock on September 9, 2020, results in a reduction to the
Company's dividend payments on the Preferred Stock by $18.75 million on an
The information in this Item 7.01 is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
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